Exhibit 4.5


 


THE REGISTERED HOLDER
OF THIS PURCHASE WARRANT, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT
AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR
HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE
OTHER THAN (I) I-BANKERS SECURITIES, INC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA
FIDE OFFICER OR PARTNER OF I-BANKERS SECURITIES, INC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.


 


THIS PURCHASE WARRANT IS NOT EXERCISABLE
PRIOR TO THE LATER OF THE CONSUMMATION BY VISTAS MEDIA ACQUISITION COMPANY INC. (“COMPANY”) OF A MERGER,
SHARE EXCHANGE, ASSET ACQUISITION, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS
COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND THE FIRST
ANNIVERSARY OF THE EFFECTIVE DATE (AS DEFINED HEREIN). VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EARLIER OF THE LIQUIDATION
OF THE COMPANY’S TRUST ACCOUNT (AS DESCRIBED IN THE REGISTRATION STATEMENT) IF THE COMPANY HAS NOT COMPLETED A BUSINESS COMBINATION
WITHIN THE REQUIRED TIME PERIOD OR FIVE YEARS FROM THE EFFECTIVE DATE.


 


SHARE PURCHASE WARRANT


 


For the Purchase of [●]1
Shares


of


VISTAS MEDIA ACQUISITION COMPANY INC.


 


1. Purchase
Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of I-Bankers Securities, Inc. (“Holder”),
as registered owner of this Purchase Warrant, to Vistas Media Acquisition Company Inc., a Delaware corporation (the “Company”),
Holder is entitled, at any time or from time to time upon the later of the consummation of a Business Combination or one year after
the effective date (“Effective Date”) of the Company’s registration statement on Form S-1 (File No. 333-239819)
(the “Registration Statement”) (the “Commencement Date”), and at or before 5:00 p.m., New
York time, on the earlier of (i) the liquidation of the Company’s Trust Account (as described in the Company’s Registration
Statement pursuant to which the Company’s securities are offered for sale to the public in the Company’s initial public
offering (“Offering”) in the event the Company has not completed a Business Combination within the required
time period and (ii) five years from the Effective Date of the Registration Statement (“Expiration Date”), but
not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●]2
shares of Company’s Class A common stock, par value $0.0001 per share (the “Shares”),
subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized
by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with
the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate
this Purchase Warrant, except as otherwise provided herein or with the Holder’s consent. This Purchase Warrant is initially
exercisable at $12.00 per Share; provided, however, that upon the occurrence of any of the events specified in Section
6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received
upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial
exercise price or the adjusted exercise price, depending on the context.


 








 






 


		1	[Insert 5% of number of Units sold in Offering]



		2	[Insert 5% of number of Units sold in Offering]




 






    1


     


    

 


2. Exercise.


 


2.1 Exercise
Form. In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed and
delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares being purchased
payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check or
official bank check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., New York time,
on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented
hereby shall cease and expire.


 


2.2 Cashless
Exercise. In lieu of exercising this Purchase Warrant by payment of cash or check payable to the order of the Company
pursuant to Section 2.1 above, Holder may elect to receive the number of Shares equal to the value of this Purchase Warrant (or
the portion thereof being exercised), by surrender of this Purchase Warrant to the Company, together with the exercise form attached
hereto, in which event the Company will issue to Holder Shares in accordance with the following formula:


 


	X	=	Y(A-B)	 
	 	 	A	 


 


	Where:	 	 	 
	 	X	=	The number of Shares to be issued to Holder;
	 	Y	=	The number of Shares for which the Purchase Warrant is being exercised;
	 	A	=	The fair market value of one Share; and
	 	B	=	The Exercise Price.


 


For purposes of this
Section 2.2, the fair market value of a Share is defined as follows:


 


		(i)	if the Company’s Shares are traded on a national
securities exchange, the fair market value shall be deemed to be the closing price on such exchange on the trading day immediately
preceding the date on which the Holder elects to exercise this Purchase Warrant, which shall be set forth in the in the applicable
notice of exercise; or



 


		(ii)	if the Company’s Shares are traded on any tier of the OTC Markets or any successor over-the-counter
market, the fair market value shall be deemed to be the closing bid price on the over-the-counter market on the trading day immediately
preceding date on which Holder elects to exercise this Purchase Warrant, which shall be set forth in the applicable notice of exercise;
or



 


		(iii)	if clauses (i) or (ii) do not apply, the fair market value shall be the fair market value of the
Shares as determined in good faith by the Company’s Board of Directors.



 






    2


     


    

 


2.3  Legend.
Each certificate for the Shares purchased under this Purchase Warrant shall bear a legend as follows unless such Shares have been
registered under the Securities Act of 1933, as amended (the “Act”):


 


“The securities
represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”),
or applicable state law. Neither the securities nor any interest therein may be offered for sale, sold or otherwise transferred
except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act
and applicable state law which, in the opinion of counsel to the Company, is available.”


 


3. Transfer.


 


3.1 General
Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder
will not sell, transfer, assign, pledge or hypothecate this Purchase Warrant for a period of 180 days following the Effective Date
to anyone other than: (i) I-Bankers Securities, Inc. (the “Underwriter”) or an underwriter or a selected dealer
participating in the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter or selected
dealer, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or cause this Purchase Warrant or the securities issuable
hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective
economic disposition of this Purchase Warrant or the securities hereunder, except as provided for in FINRA Rule 5110(g)(2). After
180 days after the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities
laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto duly
executed and completed, together with the Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith.
The Company shall within five (5) Business Days upon receipt of the completed assignment form and payment of all transfer taxes,
if any, transfer this Purchase Warrant on the books of the Company and shall execute and deliver a new Purchase Warrant or Purchase
Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Shares
purchasable hereunder or such portion of such number as shall be contemplated by any such assignment. The term “Business
Day” means any day other than a Saturday, Sunday or a legal holiday or a day on which banking institutions are authorized
or obligated by law to close in New York, New York.


 


3.2  Restrictions
Imposed by the Act. The Shares evidenced by this Purchase Warrant shall not be transferred unless and until: (i) the Company
has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration
under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of
the Company (the Company hereby agreeing that the opinion of Ellenoff Grossman & Schole LLP shall be deemed satisfactory evidence
of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement
relating to the offer and sale of such Shares has been filed by the Company and declared effective by the U.S. Securities and Exchange
Commission (the “Commission”) and compliance with applicable state securities law has been established.
The Company acknowledges that this Purchase Warrant and the Shares issuable upon exercise of this Purchase Warrant have been registered
pursuant to the Registration Statement.


 






    3


     


    

 


4. Registration
Rights


 


4.1 Demand
Registration


 


4.1.1 Grant of Right.
If at any time prior to the earlier of the Expiration Date or the five-year anniversary of the Effective Date, a Registration Statement
covering the issuance or resale of the Registrable Securities is no longer effective, the Company, upon written demand (“Initial
Demand Notice”) of the Holder(s) of at least 51% of the Purchase Warrant and/or the underlying Shares (“Majority
Holders”), agrees to use its best efforts to register (the “Demand Registration”) under the Act, on
one occasion, the Shares underlying all or any portion of the Purchase Warrant (collectively, the “Registrable
Securities”). On such occasion, the Company will use its best efforts to file a registration statement or a post-effective
amendment to the Registration Statement covering the Registrable Securities as expeditiously as possible after receipt of the Initial
Demand Notice and use its best efforts to have such registration statement or post-effective amendment declared effective as soon
as possible thereafter. The Initial Demand Notice shall specify the number of shares of Registrable Securities proposed to be sold
and the intended method(s) of distribution thereof. The Company will notify all holders of the Purchase Warrant and/or Registrable
Securities of the demand within ten days from the date of the receipt of any such Initial Demand Notice. Each holder of Registrable
Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each
such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so
notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request,
the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration. The Company shall
not be required to effect more than one (1) Demand Registration under this Section 4.1 in respect of all Registrable Securities.


 


4.1.2 Effective Registration.
Notwithstanding Section 4.1.5, a registration will not count as a Demand Registration until the registration statement filed with
the Commission, with respect to such Demand Registration, has been declared effective and the Company has complied with all of
its obligations under this Purchase Warrant with respect thereto.


 


4.1.3 Underwritten
Offering. If the Majority Holders so elect and such holders so advise the Company as part of the Initial Demand Notice, the
offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering.
In such event, the right of any holder to include its Registrable Securities in such registration shall be conditioned upon such
holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting
to the extent provided herein. All Demanding Holders proposing to distribute their securities through such underwriting shall enter
into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Majority
Holders.


 


4.1.4 Reduction of
Offering. If the managing underwriter or underwriters for a Demand Registration that is to be an underwritten offering advises
the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the
Demanding Holders desire to sell, taken together with all other Shares or other securities which the Company desires to sell and
the Shares, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights
held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that
can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the
probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum
Number of Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities as to
which Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares that each
such person has requested be included in such registration, regardless of the number of shares held by each such person (such proportion
is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Shares; (ii)
second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the Shares or other
securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the
extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Shares or other securities
registrable pursuant to the terms of the Registration Rights Agreement between the Company and the Sponsor and initial shareholders
of the Company, dated as of _____________, 2020 (the “Registration Rights Agreement” and such registrable securities,
the “Investor Securities”), as to which “piggy-back” registration has been requested by the holders
thereof, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (iv) fourth, to the extent that the Maximum
Number of Shares has not been reached under the foregoing clauses (i), (ii), and (iii), the Shares or other securities for the
account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons
and that can be sold without exceeding the Maximum Number of Shares.


 






    4


     


    

 


4.1.5 Withdrawal.
If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all
of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from
such offering by giving written notice to the Company and the underwriter or underwriters of their request to withdraw prior to
the effectiveness of the registration statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest
of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then the Company does not have to
continue its obligations under Section 4.1, provided that, any such withdrawal will not count as the Demand Registration if the
Demanding Holders pay all of the Company’s out-of-pocket expenses, with respect to such withdrawn registration.


 


4.1.6 Terms.
The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the expenses of one
legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities, but the Holders
shall pay any and all underwriting commissions. The Company agrees to use its reasonable best efforts to qualify or register the
Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event
shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the
Company to be obligated to qualify to do business in such state, or would subject the Company to taxation as a foreign corporation
doing business in such jurisdiction or (ii) the principal shareholders of the Company to be obligated to escrow their shares of
capital stock of the Company. The Company shall use its best efforts to cause any registration statement or post-effective amendment
filed pursuant to the demand rights granted under Section 4.1.1 to remain effective for a period of nine consecutive months from
the effective date of such registration statement or post-effective amendment.


 


4.2 Piggy-Back
Registration.


 


4.2.1 Piggy-Back Rights.
If at any time during the seven year period commencing on the Effective Date the Company proposes to file a registration statement
under the Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable
for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account
(or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 4.1), other than a registration
statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering
of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity
securities of the Company, or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed
filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated
filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s)
of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the
holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities
as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”).
The Company shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause
the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to
be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit
the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof.
All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves
an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters
selected for such Piggy-Back Registration.


 






    5


     


    

 


4.2.2 Reduction of
Offering. If the managing underwriter or underwriters for a Piggy-Back Registration that is to be an underwritten offering
advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of Shares which the Company
desires to sell, taken together with Shares, if any, as to which registration has been demanded pursuant to written contractual
arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable Securities as to which registration
has been requested under this Section 4.2, and the Shares, if any, as to which registration has been requested pursuant to the
written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Shares,
then the Company shall include in any such registration:


 


(a) If the registration
is undertaken for the Company’s account: (A) first, Shares or other securities that the Company desires to sell that can
be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been
reached under the foregoing clause (A), the Shares or other securities, if any, comprised of Registrable Securities, as to which
registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such security
holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum
Number of shares has not been reached under the foregoing clauses (A) and (B), the Shares or other securities for the account of
other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such
persons and that can be sold without exceeding the Maximum Number of Shares;


 


(b) If the registration
is a “demand” registration undertaken at the demand of holders of Investor Securities: (A) first, the Shares or other
securities for the account of the demanding persons, Pro Rata, that can be sold without exceeding the Maximum Number of Shares;
(B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Shares or
other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to
the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Registrable
Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof, that can be sold without exceeding
the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing
clauses (A), (B) and (C), the Shares or other securities for the account of other persons that the Company is obligated to register
pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares;
and


 


(c) If the registration
is a “demand” registration undertaken at the demand of persons other than either the holders of Registrable Securities
or of Investor Securities: (A) first, the Shares or other securities for the account of the demanding persons that can be sold
without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clause (A), the Shares or other securities that the Company desires to sell that can be sold without exceeding
the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing
clauses (A) and (B), collectively the Shares or other securities comprised of Registrable Securities and Investor Securities, Pro
Rata, as to which registration has been requested pursuant to the terms hereof and of the Registration Rights Agreement, as applicable,
that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares
has not been reached under the foregoing clauses (A), (B) and (C), the Shares or other securities for the account of other persons
that the Company is obligated to register pursuant to written contractual arrangements with such persons, that can be sold without
exceeding the Maximum Number of Shares.


 






    6


     


    

 


4.2.3 Withdrawal.
Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities
in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of
the registration statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a
demand pursuant to written contractual obligations) may withdraw a registration statement at any time prior to the effectiveness
of the registration statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders
of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 4.2.4.


 


4.2.4 Terms.
The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the expenses of one
legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities but the Holders
shall pay any and all underwriting commissions related to the Registrable Securities. In the event of such a proposed registration,
the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice
prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for
each applicable registration statement filed (during the period in which the Purchase Warrant is exercisable) by the Company until
such time as all of the Registrable Securities have been registered and sold. The Holders of the Registrable Securities shall exercise
the “piggy-back” rights provided for herein by giving written notice within ten days of the receipt of the Company’s
notice of its intention to file a registration statement. The Company shall use its best efforts to cause any registration statement
filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the
Holders of the Registrable Securities are first given the opportunity to sell all of such securities.


 


4.3 General Terms.


 


4.3.1  Indemnification.
The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder
and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities
Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense or liability (including
all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against litigation,
commenced or threatened, or any claim whatsoever whether arising out of any action between the underwriter and the Company or between
the underwriter and any third party or otherwise) to which any of them may become subject under the Act, the Exchange Act or otherwise,
arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which
the Company has agreed to indemnify the underwriters contained in Section 5 of the Underwriting Agreement between the Company,
the Underwriter and the other underwriters named therein dated the Effective Date (“Underwriting Agreement”).
The Holder(s) of the Registrable Securities to be sold pursuant to such registration statement, and their successors and assigns,
shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company
within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage, expense or liability
(including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending
against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information
furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such registration statement
or arising from any omission or the alleged omission to state a material fact required to be stated therein or necessary to make
the statement contained therein not misleading in connection with the registration of the Registrable Securities, to the same extent
and with the same effect as the provisions contained in Section 5 of the Underwriting Agreement pursuant to which the underwriters
have agreed to indemnify the Company.


 






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4.3.2  Exercise
of Purchase Warrant. Nothing contained in this Purchase Warrant shall be construed as requiring the Holder(s) to exercise their
Purchase Warrant prior to or after the initial filing of any registration statement or the effectiveness thereof.


 


4.3.3 Documents
Delivered to Holders. The Company shall furnish the Underwriter, for as long as it is a Holder, as representative of the Holders
participating in any of the foregoing offerings, a signed counterpart, addressed to the participating Holders, of (i) an opinion
of counsel to the Company, dated the effective date of such registration statement (and, if such registration includes an underwritten
public offering, an opinion dated the date of the closing under any underwriting agreement related thereto), and (ii) a “cold
comfort” letter dated the effective date of such registration statement (and, if such registration includes an underwritten
public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants
who have issued a report on the Company’s financial statements included in such registration statement, in each case covering
substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case
of such accountants’ letter, with respect to events subsequent to the date of such financial statements, as are customarily
covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public
offerings of securities. The Company shall also deliver promptly to the Underwriter, as representative of the Holders participating
in the offering, the correspondence and memoranda described below and copies of all correspondence between the Commission and the
Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the
registration statement and permit the Underwriter, as representative of the Holders, to do such investigation, upon reasonable
advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary
to comply with applicable securities laws or rules of FINRA. Such investigation shall include access to books, records and properties
and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent
and at such reasonable times and as often as the Underwriter, as representative of the Holders, shall reasonably request. The Company
shall not be required to disclose any confidential information or other records to the Underwriter, as representative of the Holders,
or to any other person, until and unless such persons shall have entered into reasonable confidentiality agreements (in form and
substance reasonably satisfactory to the Company), with the Company with respect thereto.


 


4.3.4  Underwriting
Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any
Holders whose Registrable Securities are being registered pursuant to this Section 4, which managing underwriter shall be reasonably
acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and
such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms
as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting
agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the
representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for
the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with
the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. However,
such Holders shall agree to such covenants and indemnification and contribution obligations for selling shareholders as are customarily
contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody
agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering
in which they include securities pursuant to this Section 4. Each Holder shall also furnish to the Company such information regarding
itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably
required to effect the registration of the Registrable Securities.


 






    8


     


    

 


4.3.5 Rule
144 Sale. Notwithstanding anything contained in this Section 4 to the contrary, the Company shall have no obligation pursuant
to Sections 4.1 or 4.2 to use its best efforts to obtain the registration of Registrable Securities held by any Holder (i) where
such Holder would then be entitled to sell under Rule 144 all of the Registrable Securities then held by such Holder, or (ii) where
the number of Registrable Securities held by such Holder is within the volume limitations under paragraph (e) of Rule 144 (calculated
as if such Holder were an affiliate within the meaning of Rule 144).


 


4.3.6 Supplemental
Prospectus. Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event as a result
of which the prospectus included in the registration statement, as then in effect, includes an untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light
of the circumstances then existing, such Holder will immediately discontinue disposition of Registrable Securities pursuant to
the registration statement covering such Registrable Securities until such Holder’s receipt of the copies of a supplemental
or amended prospectus, and, if so desired by the Company, such Holder shall deliver to the Company (at the expense of the Company)
or destroy (and deliver to the Company a certificate of such destruction) all copies, other than permanent file copies then in
such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.


 


4.3.7.  Information
to be Provided by Holders to Company. It shall be a condition precedent to the obligations of the Company to take any action
pursuant to this Section 4 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the
Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such
securities as is reasonably required to effect the registration of such Holder’s Registrable Securities. In addition, each
Holder confirms that it shall comply with any and all prospectus delivery requirements under applicable Commission rules and regulations.


 


5. New
Purchase Warrants to be Issued.


 


5.1 Partial
Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in
whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation,
together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax
if exercised pursuant to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge a new Purchase
Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number
of Shares purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.


 


5.2  Lost
Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this
Purchase Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver
a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft,
mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.


 






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6. Adjustments.


 


6.1 Adjustments
to Exercise Price and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase Warrant shall
be subject to adjustment from time to time as hereinafter set forth, subject to compliance with FINRA Rule 5110(f)(2)(G)(vi) and
(vii):


 


6.1.1 Share
Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective
day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares,
and the Exercise Price shall be proportionately decreased.


 


6.1.2  Aggregation
of Shares. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Shares
is decreased by a consolidation, combination or reclassification of Shares or other similar event, then, on the effective date
thereof, the number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding Shares, and
the Exercise Price shall be proportionately increased.


 


6.1.3  Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other than
a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such Shares, or in the case of any share
reconstruction or amalgamation or consolidation or merger of the Company with or into another corporation (other than a consolidation
or share reconstruction or amalgamation or merger in which the Company is the continuing corporation and that does not result in
any reclassification or reorganization of the outstanding Shares), or in the case of any sale or conveyance to another corporation
or entity of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is
dissolved, the Holder of this Purchase Warrant shall have the right thereafter (until the expiration of the right of exercise of
this Purchase Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately
prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such
reclassification, reorganization, share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such
sale or transfer, by a Holder of the number of Shares of the Company obtainable upon exercise of this Purchase Warrant immediately
prior to such event; and if any reclassification also results in a change in Shares covered by Section 6.1.1 or 6.1.2, then such
adjustment shall be made pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3 shall similarly
apply to successive reclassifications, reorganizations, share reconstructions or amalgamations, or consolidations, sales or other
transfers.


 


6.1.4  Changes
in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section
6.1, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Shares as are stated
in the Purchase Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase
Warrants reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the
Commencement Date or the computation thereof.


 






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6.2  Substitute
Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation or merger of the
Company with or into, another corporation (other than a consolidation or share reconstruction or amalgamation or merger which does
not result in any reclassification or change of the outstanding Shares), the corporation formed by such consolidation or share
reconstruction or amalgamation shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder
of each Purchase Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of
such Purchase Warrant) to receive, upon exercise of such Purchase Warrant, the kind and amount of shares of stock and other securities
and property receivable upon such consolidation or share reconstruction or amalgamation or merger, by a holder of the number of
Shares of the Company for which such Purchase Warrant might have been exercised immediately prior to such consolidation, share
reconstruction or amalgamation or merger, sale or transfer. Such supplemental Purchase Warrant shall provide for adjustments which
shall be identical to the adjustments provided for in this Section 6. The above provision of this Section shall similarly apply
to successive consolidations or share reconstructions or amalgamations.


 


6.3  Elimination
of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Shares upon the
exercise of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being
the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may
be, to the nearest whole number of Shares or other securities, properties or rights.


 


7.  Reservation
and Listing. The Company shall at all times reserve and keep available out of its authorized Shares, solely for the purpose
of issuance upon exercise of the Purchase Warrants, such number of Shares or other securities, properties or rights as shall be
issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of the Purchase Warrants and payment of
the Exercise Price therefor, in accordance with the terms hereby, all Shares and other securities issuable upon such exercise shall
be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder. As long as the
Purchase Warrants shall be outstanding, the Company shall use its commercially reasonable efforts to cause all Shares issuable
upon exercise of the Purchase Warrants to be listed (subject to official notice of issuance) on a national securities exchange
or quoted on any tier of the OTC Bulletin Board or any successor trading market on which the Shares issued to the public in the
Offering may then be listed and/or quoted.


 


8. Certain
Notice Requirements.


 


8.1 Holder’s
Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to
receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder
of the Company. However, if at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events
described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event
at least ten (10) days prior to the date fixed as a record date or the date of closing the transfer books for the determination
of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled
to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of
the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder
a copy of each notice given to the other shareholders of the Company in connection with the events described in Section 8.2 below
at the same time and in the same manner that such notice is given to the shareholders.


 






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8.2  Events
Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following
events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend
or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings,
as indicated by the accounting treatment of such dividend or distribution on the books of the Company; (ii) the Company shall offer
to all the holders of its Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable
for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; or (iii) a dissolution, liquidation
or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale
of all or substantially all of its property, assets and business shall be proposed.


 


8.3  Notice
of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to
Section 6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall
describe the event causing the change and the method of calculating same and shall be certified as being true and accurate by the
Company’s Chief Financial Officer.


 


8.4  Transmittal
of Notices. All communications hereunder, except as herein otherwise specifically provided, shall be in writing and addressed
to the other party at its address set forth below (or to such other address that the receiving party may designate from time to
time in accordance with this Section 8.4), and shall be deemed to have been given (a) three (3) days after mailing if sent by certified
mail return receipt requested, (b) one (1) day after mailing if sent by receipted overnight carrier (i.e. Federal Express), provided
that proof of delivery or rejection is obtained, or (c) when delivered if by hand or sent by email to the physical address or email
address set forth below.


 


If to the Holder:


 


I-Bankers Securities, Inc.


535 5th Avenue


Suite 423


New York, NY 10017


Attn: Mike McCrory, Chief Executive Officer


 


If to the Company:


 


Vistas Media Acquisition Company Inc.


30 Wall Street, 8th Floor


New York, NY 10005


Attn: F. Jacob Cherian, Chief Executive
Officer


 


9. Miscellaneous.


 


9.1 Amendments.
The Company and the Underwriter may from time to time supplement or amend this Purchase Warrant without the approval of any of
the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent
with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the
Company and the Underwriter may deem necessary or desirable and that the Company and the Underwriter deem shall not adversely affect
the interest of the Holders. All other modifications or amendments shall require the written consent of and be signed by the party
against whom enforcement of the modification or amendment is sought.


 


9.2  Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Purchase Warrant.


 






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9.3.  Entire
Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection
with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and
supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


9.4  Binding
Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and
their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed
to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions
herein contained.


 


9.5  Governing
Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees
that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought
and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District
of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any
objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served
upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage
prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall
be legal and binding upon the Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing
party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees
and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company and
the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any
legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.


 


9.6  Waiver,
etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not
be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or
any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase
Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be
effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver
is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any
other or subsequent breach, non-compliance or non-fulfillment.


 


9.7  Exchange
Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that, at any
time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and the Underwriter enter into an agreement
(“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged
for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.


 


[Signature Page Follows]


 




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IN WITNESS
WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the [●] day
of [●], 2020. 


 


VISTAS MEDIA ACQUISITION
COMPANY INC.


 


	By:	 	 
	 	Name: 	 
	 	Title: 	 



 




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[Form to be used to exercise Purchase
Warrant]


 


Date: __________, 20___


 


The undersigned hereby
elects irrevocably to exercise the Purchase Warrant for _________ shares of Class A common stock, par value $0.0001 per share (the
“Shares”), of VISTAS MEDIA ACQUISITION COMPANY INC., a Delaware corporation (the “Company”),
and hereby makes payment of $______ (at the rate of $______ per Share) in payment of the Exercise Price pursuant thereto. Please
issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable,
a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been exercised.


 


or


 


The undersigned
hereby elects irrevocably to convert its right to purchase _______________ Shares of the Company under the Purchase Warrant for
___________ Shares, as determined in accordance with the following formula:


 


	 	X	=	Y(A-B)	 
	A	 
	Where,	 	 	 
	 	X	=	The number of Shares to be issued to Holder;
	 	Y	=	The number of Shares for which the Purchase Warrant is being exercised;
	 	A	=	The fair market value of one Share which is equal to $_______; and
	 	B	=	The Exercise Price which is equal to $_______ per share
	 	 	 	 	 	 	 





The undersigned
agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement with
respect to the calculation shall be resolved by the Company in its sole discretion.


 


Please issue
the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a
new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been converted.


 



Signature ____________________________________


 


Signature Guaranteed
___________________________


 




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INSTRUCTIONS FOR REGISTRATION OF SECURITIES


 


	Name:	 	 
	 	(Print in Block Letters)	 
	 	 	 
	Address:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



  


NOTICE: The signature
to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement or
any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership
on a registered national securities exchange.


 




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[Form to be used to assign Purchase Warrant]


 


ASSIGNMENT


 


(To be executed by the registered Holder
to effect a transfer of the within Purchase Warrant):


 


FOR VALUE RECEIVED,
__________________ does hereby sell, assign and transfer unto the right to purchase shares of Class A common stock, par value $0.0001
per share, of VISTAS MEDIA ACQUISITION COMPANY INC., a Delaware corporation (the “Company”), evidenced by the
Purchase Warrant and does hereby authorize the Company to transfer such right on the books of the Company.


 


Dated: __________, 20___


 


Signature __________________________________________


 


Signature Guaranteed _________________________________


 


NOTICE: The signature to this form must correspond with the
name as written upon the face of the within Purchase Warrant without alteration or enlargement or any change whatsoever, and must
be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national
securities exchange.


 


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